General Terms and Conditions of Sale and Delivery of DWS GmbH, Heidestraße 90, D-25462 Rellingen, Phone: +49 (0)4101-84 51 838, Fax: +49 (0)4101-84 51 839, HRB 935 PI, Managing Director: Wolfgang Schade

– hereinafter referred to as Seller/Supplier.

1. Scope of application

1. These sales conditions shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 para. 1 BGB (German Civil Code). 
Conflicting conditions or conditions of the terms and conditions of the customer that deviate from our sales conditions shall only be accepted if we expressly agree to their validity in writing.

2. These Terms and Conditions of Sale shall also apply to all future transactions with the customer, insofar as these are legal transactions of a related nature. 

3. Individual agreements made with the customer in individual cases (including ancillary agreements, supplements and amendments) shall in any case take precedence over these sales conditions. 

The content of such agreements shall, subject to proof to the contrary, be governed by a written contract or our written confirmation.

2. Offer and conclusion of contract

1. Offers made by the seller/supplier are subject to confirmation unless they are expressly designated as binding, i.e. they are merely invitations to submit offers.

2. The seller/supplier accepts orders by confirming them in writing or by executing them without delay or on schedule.

This also applies to contracts concluded by employees of the seller/supplier. 3. In the event that two crossed letters of confirmation from the seller and the customer contain differing provisions, only the seller’s letter of confirmation shall be valid.

4. If an order is to be regarded as an offer in accordance with § 145 BGB (German Civil Code), we may accept it within two weeks. 

3. Documents surrendered

We reserve the property rights and copyright to all documents provided to the customer in connection with the placing of the order – also in electronic form – e.g. calculations, drawings etc.

4. Prices and payment
Unless otherwise agreed in writing, our prices shall be ex works plus packaging, transport to the agreed place of delivery, insurance and plus value added tax at the applicable rate. 

2. Payment of the purchase price shall be made exclusively to our accounts stated overleaf. The deduction of a discount is only permissible in the event of a special written agreement.
3. Unless agreed otherwise, the purchase price shall be paid within the payment periods stated in the invoice. 

4. Interest on arrears shall be charged at a rate of 9% above the respective base interest rate p.a.. We reserve the right to assert a higher damage caused by default.
5. If the buyer/customer has given the seller a direct debit authorisation, the customer shall bear the costs incurred in the event of a direct debit not being honoured due to the customer’s own fault. 
6. Unless a fixed price agreement has been made, reasonable price changes due to changes in labour, material and distribution costs shall remain unaffected for deliveries which take place 3 months or more after conclusion of the contract. 

5. Rights of retention
The customer is only entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.

6. Delivery period, delivery and transfer of risk
1. The commencement of the delivery period stated by us is subject to the timely and proper fulfilment of the customer’s obligations. We reserve the right to plead non-performance of the contract. 
2. Delivery dates are not binding. Non-compliance with delivery dates by the seller shall entitle the customer torights only after they have granted the seller a reasonable grace period of at least 14 days. The seller shall not be responsible for delays in delivery if they are causally related to the failure of the transport vehicle, with accidents, traffic disruptions or delayed border clearances.
The seller shall be temporarily or permanently released from its obligation to deliver if unforeseeable, unavoidable, exceptional obstacles such as industrial disputes (strikes, lockouts), sovereign measures, traffic disruptions, etc., for which the seller is not responsible, occur. The same shall apply if these obstacles occur at the seller’s suppliers and/or their sub-suppliers. The seller shall inform the customer immediately of the occurrence of such events. 
3. Delivery shall be made by the seller ex works or free domicile, depending on the agreement.  The seller may claim transport costs from the customer for each failed delivery attempt. Partial deliveries are permissible to a reasonable extent.
This decision shall be made by the seller. 
4. If the customer is in default of acceptance or culpably violates other cooperation duties, we shall be entitled to claim compensation for the damages incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. 
If the above conditions are met, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer when the latter is in default of acceptance or debtor’s delay.
5. With regard to timely delivery, we shall only be liable for our own fault and that of our vicarious agents. 
6. Further statutory claims and rights of the customer due to a delay in delivery remain unaffected.

7. Transfer of risk in case of shipment
If the goods are shipped to the customer at the latter’s request, the risk of accidental loss or accidental deterioration shall pass to the customer on dispatch from the factory/warehouse to the customer at the latest. This applies irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs. If the goods are shipped free the customer, the risk of accidental loss or accidental deterioration shall pass to the customer at the time the goods are unloaded from the transport vehicle.

8. Reservation of ownership
1. we reserve ownership of the delivered goods until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to reclaim the object of sale if the customer acts in breach of contract. 
2. The customer is entitled to resell the goods subject to reservation of ownership in the normal course of business. The claims from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply irrespective of whether the object of sale has been resold without or after processing. The customer shall remain authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the customer meets their payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been made or cessation of payments exists.

9. Warranty and notice of defects as well as recourse/manufacturer recourse

1. The customer’s warranty rights presuppose that the customer has duly fulfilled their obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). 

2. Claims for defects shall become statute-barred within the statutory periods after delivery of the goods supplied by us to our customer. 

3. If, despite all due care and attention, the delivered goods show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or supply replacement goods, subject to timely notification of defects. We shall always be given the opportunity to remedy the defect within a reasonable period of time. Claims for recourse

shall remain unaffected by the above provision without restriction. 
4. If supplementary performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.

5. Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant of the usability, in the case of natural wear and tear or in the case of damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not assumed under the contract. If the customer or a third party carries out improper repair work or modifications, the customer shall be liable for these damages and for any resulting damage.
6. Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, including any dismantling and installation costs, shall be excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer’s branch office, unless the transfer is in accordance with the intended use of the goods. 
7. The customer’s right of recourse against us shall only exist insofar as the customer has not made any claims for defects with their customer that go beyond the statutory mandatory claims for defects with their customer. Clause 9.6 shall apply mutatis mutandis to the scope of the customer’s right of recourse against the supplier.

10. Product properties
1. Our products consist of approx. 60% wood fibre/wood powder. Wood is a natural material and the customer has to consider the natural properties and use when purchasing. Therefore, slight colour deviations may occur, despite consistent processing and the addition of dyes. This does not constitute grounds for complaint. 
2. Minor deviations in shape, colour and dimensions do not entitle the customer to make complaints.

3. Storage instructions as well as peege and processing instructions shall be observed.
4. The customer shall obtain professional advice if necessary. 
5. The properties of our products are based on the respective technical specifications and the applicable assembly instructions.

11. Miscellaneous1. This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation. (Note: The use of the clause is not admissible if at least one of the parties is a company not registered in the commercial register, i.e. is not a merchant). 
3. All agreements made between the parties for the purpose of executing this contract are set out in this contract in writing.
4. If any provision of these terms and conditions is or becomes invalid or unenforceable in whole or in part, or if there is a gap in these terms and conditions, this shall not affect the validity or enforceability of the remaining provisions. The parties undertake to replace the invalid provision with a legally permissible provision that comes as close as possible to the economic purpose of the invalid provision or fills this gap. The parties already now undertake to enter into a replacement provision which comes closest to the econ